STOCK PURCHASE AGREEMENT

     This  Agreement is entered into this 12th day of June 2000,  by and between
JD AMERICAN  WORKWEAR,  INC., a Delaware  corporation  (called  "JDI") and RHODE
ISLAND TRUCK AND EQUIPMENT CORP., a Rhode Island corporation (called "RIT").

     In  consideration  of the  mutual  benefits  to be  derived  and the mutual
agreements  contained  herein,  JDI and RIT approve and adopt this agreement and
mutually covenant and agree with each other as follows:

1.   SHARES TO BE TRANSFERRED AND SHARES TO BE ISSUED.

1.1  On the closing date RIT shall cause to be transferred  to JDI  certificates
     for all of its common stock,  which in the aggregate shall represent all of
     the issued and outstanding  shares of RIT capital stock. These certificates
     shall  be duly  endorsed  in  blank  by the  applicable  officer  of RIT or
     accompanied  by  duly  executed  stock  powers  in  blank  with  signatures
     guaranteed by a bank or trust company.

1.2  In exchange for RIT stock being  transferred  pursuant to subparagraph 1.1,
     JDI shall on the ratification date, and contemporaneously with the transfer
     of RIT common  stock to it by RIT,  issue and  deliver to RIT the number of
     shares of JDI common stock specified below.

2.   REPRESENTATIONS AND WARRANTIES OF RIT.

2.1  OWNERSHIP OF STOCK.  Jeffrey Joaquin is the record and beneficial owner and
     holder of all the outstanding fully paid and  non-assessable  shares of RIT
     common  stock as of this date and will  continue to own these shares of RIT
     common stock until  delivery to JDI on the closing date,  and all shares of
     RIT common stock are or will be on the closing date owned free and clear of
     all  liens,  encumbrances,  charges  and  assessments  of every  nature and
     subject to no restrictions with respect to transferability.

2.2  ORGANIZATION AND AUTHORITY.

     a.   RIT is a corporations  duly  organized,  validly  existing and in good
          standing  under  the  laws of the  State  of  Rhode  Island  with  all
          requisite  corporate power and authority to own, operate and lease its
          properties and to carry on its business as now being conducted, and is
          duly qualified and in good standing in every jurisdiction in which the
          property owned, leased or operated by it or the nature of the business
          conducted by it makes qualification necessary. The authorized stock of
          RIT consisting of 1,000 shares of common stock,  of which 1,000 shares
          are legally and validly issued, fully paid and non-assessable.
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     b.   The  execution  and  delivery of this  agreement  does not,  and,  the
          consummation  of the  transaction  contemplated  will not  violate any
          provision in RIT's  certificate  of  incorporation  or bylaws,  or any
          provisions of, or result in the acceleration of any obligation  under,
          any  mortgage,  lien,  lease,  agreement,   instrument,  court  order,
          arbitration  award,  judgment  or decree to which RIT is a party or by
          which  it or any of them is  bound  and will  not  violate  any  other
          restriction  of any  kind or  character  to which it or any of them is
          subject.

     c.   Except for this agreement,  or by mutual  understanding of the parties
          listed on Schedule  A, there are no  outstanding  options,  contracts,
          calls,  commitments or demands of any character relating to authorized
          or issued stock of RIT.

2.3  FINANCIALS.

     a.   True  copies of the  opening  balance  sheet of RIT as of the June 12,
          2000 will be provided.  All of the financial  statements  are true and
          correct in all material  respects and present an accurate and complete
          disclosure of the financial  condition of RIT as of June 12, 2000, and
          the earnings for the periods  covered,  in accordance  with  generally
          accepted  accounting  principles  applied on a consistent basis. These
          financial  statements  will  be  audited  and  paid  for  by  RIT  and
          acceptable to JDI auditors and the Securities and Exchange  Commission
          and stock listing agencies.

     b.   RIT has good and marketable  title to all of its assets,  business and
          properties, including, without limitation, all properties reflected in
          the balance sheet.

     c.   All  currently  used property and assets of RIT, or in which it has an
          interest or which are in its  possession,  are  substantially  in good
          operating condition and repair subject only to ordinary wear and tear.

2.4  CHANGES SINCE  SPECIFIED  DATE.  Since the date of the financial  statement
     there has not been:

     a.   Any material  adverse  change in the  financial  condition or business
          operation  of RIT.

     b.   Any  change  in the  compensation  pattern  of RIT,  nor any  material
          increase in the  compensation  payable or to become  payable to any of
          their officers, directors, employees or agents, except as disclosed to
          JDI in writing;

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     c.   Any labor dispute or  disturbance,  litigation,  event or condition of
          any  character,  which  materially  adversely  affects the business or
          future prospects of RIT;

     d.   The issuance of additional shares of stock or other securities by RIT,
          except those known by JDI and included on Schedule B;

     e.   Any  distribution  of  assets,  by way of  dividends  or  purchase  or
          otherwise by RIT;

     f.   Any borrowings from financial  institutions  except for those known by
          JDI and listed on Schedule C;

     g.   Any sale,  transfer or other  disposition of assets of RIT,  except in
          the normal course of business.

2.5  LIABILITIES.

     a.   There are no liabilities of RIT, whether accrued, absolute, contingent
          or otherwise,  which arose or relate to any  transaction of RIT, their
          agents or servants  which are not  disclosed  by or  reflected  in the
          financial  statements.  There are no  liabilities  of RIT  which  have
          arisen or relate to any  transaction of RIT, their agents or servants,
          other than normal  liabilities  incurred in the normal  conduct of the
          business  of RIT.  As of this date  there are no known  circumstances,
          conditions,   happenings,  events  or  arrangements,   contractual  or
          otherwise,  which may give rise to  liabilities,  except in the normal
          course of RIT business.

     b.   All  federal,  state,  county and local  income,  ad valorem,  excise,
          sales,  use, gross receipts and other taxes and assessments  which are
          due and payable have been duly reported,  fully paid and discharged as
          reported  by RIT,  and there are no  unpaid  taxes  which are or could
          become a lien on the properties and assets of RIT,  except as provided
          for in the financial  statements,  or have been incurred in the normal
          course of RIT business. All tax returns of any kind required have been
          filed and the taxes paid or accrued.

     c.   All  parties  with  whom  RIT  has  contractual  arrangements  are  in
          substantial compliance with those arrangements.  RIT is not in default
          in any material  respect under any contracts to which any of them is a
          party.

     d.   All corporate acts required of RIT have been taken and all reports and
          returns required to be filed by them with any governmental agency have

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          been filed.  RIT is in  substantial  compliance  with all,  and has no
          notice of any claimed  violation of any,  applicable  federal,  state,
          county and local laws,  ordinances  or  regulations,  including  those
          applicable  to  discrimination  in  employment,  pollution  and safety
          except as disclosed in Schedule D.

     e.   There   are   no   legal,   administrative   or   other   proceedings,
          investigations  or  inquiries,  product  liability  or  other  claims,
          judgments, injunctions or restrictions,  either threatened, pending or
          outstanding  against  or  involving  RIT,  or  any  of  their  assets,
          properties, or business, nor does RIT know, or have reasonable grounds
          to  know,  of  any  basis  for  any  proceedings,   investigations  or
          inquiries,  product liability or other claims, judgments,  injunctions
          or restrictions.

     f.   RIT has no  contract  with any  governmental  body that is  subject to
          renegotiation.

     g.   The past and anticipated  future  operations of RIT do not infringe or
          violate  any  patents,   patent  rights,   trademarks,   trade  names,
          copyrights and/or licenses of others.

     h.   To the knowledge of the officers of RIT, there is no event,  condition
          or trend of any character that might  materially and adversely  affect
          the financial condition, business, properties or assets of RIT.

     i.   The assets of RIT are adequately insured and all policies of insurance
          carried by RIT are in full force and all premiums are paid to date.

     j.   RIT has not engaged, consented to or authorized any broker, investment
          banker  or third  party to act on its  behalf  directly  as  broker or
          finder  in  connection  with  the  transactions  contemplated  by this
          agreement.

     k.   There are no inquiries, investigations or pending claims or litigation
          challenging or threatening to challenge RIT right,  title and interest
          with respect to their  continued use, or right to preclude others from
          using,  any  patent,   patent   application,   invention,   discovery,
          trademark, trade name or copyright of RIT.

     l.   RIT has not granted any license or made any assignment of any of their
          patents, patent applications, invention discoveries, trademarks, trade
          names  or  copyrights,   nor  do  they  pay  any  royalties  or  other
          consideration  for  the  right  to  use  any  patent,   patent  right,
          trademark, trade name or copyright of others.

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     m.   To the knowledge of the officers of RIT, it is not a party to or bound
          by any  agreement,  deed,  lease  or  other  instrument,  which  is so
          burdensome as to materially affect or impair the operation of RIT.

2.6. ACCURACY OF ALL STATEMENTS  MADE BY RIT. No  representation  or warranty by
     RIT in this agreement, nor any statement,  certificate, schedule or exhibit
     furnished  or to be  furnished  by or on  behalf  of RIT  pursuant  to this
     agreement,  nor any  document or  certificate  delivered to JDI pursuant to
     this  agreement or in  connection  with actions  contemplated,  contains or
     shall contain any untrue  statement of material fact or omits or shall omit
     a material fact necessary to make the statement contained not misleading.

3.   REPRESENTATIONS  AND  WARRANTIES  OF JDI.  JDI  represents  and warrants as
     follows:

3.1  ORGANIZATION  AND  GOOD  STANDING.  JDI is a  corporation  duly  organized,
     validly  existing  and in good  standing  under  the  laws of the  State of
     Delaware.

3.2  PERFORMANCE  OF THIS  AGREEMENT.  The  execution  and  performance  of this
     agreement  and the issuance of stock  contemplated  will be ratified by the
     shareholders and accepted by the board of directors of JDI.

3.3  LEGALITY  OF SHARES TO BE ISSUED.  The shares of JDI's  common  stock to be
     delivered pursuant to this agreement,  when delivered,  will have been duly
     and  validly  authorized  and  issued  by JDI and  will be  fully  paid and
     non-assessable.

3.4  NO COVENANT AS TO TAX CONSEQUENCES.  It is expressly  understood and agreed
     that  neither  JDI nor its  officers  or agents  has made any  warranty  or
     agreement,  expressed  or  implied,  as to  the  tax  consequences  of  the
     transactions  contemplated by this agreement or the tax consequences of any
     action pursuant to or growing out of this agreement.

3.5  DISCLOSURE. No representation or warranty by JDI in this Agreement, nor any
     document, written information,  statement or certificate furnished or to be
     furnished  by  JDI  to  RIT  pursuant  hereto  or in  connection  with  the
     transactions  contemplated  hereby,  contains  or will  contain  any untrue
     statement  of a  material  fact,  or omits or will omit to state a material
     fact  necessary  to make the  statements  contained  herein or therein  not
     misleading.

3.6  BROKERS. In the event JDI has engaged or otherwise used the services of any
     broker or finder  in  connection  with the  Agreement  or the  transactions
     contemplated  hereby,  then JDI agrees to indemnify  and hold  harmless RIT
     from and against any  liability  for any fee,  compensation,  commission or
     expense (including  attorneys' fees) arising out of any claim by any person
     acting  or  claiming  to  act on  behalf  of JDI  for  fees,  compensation,
     commission  or expense  with respect to the  Agreement or the  transactions
     contemplated hereby.

4.   COVENANTS OF RIT. RIT covenants and agrees as follows:

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4.1  DOCUMENTS TO BE FURNISHED.  RIT will furnish to JDI, no later than June 15,
     2000, the following documents, lists and schedules certified by a principal
     officer of RIT as being accurate and complete:

     a.   A list of the  states  of  incorporation  and  states  in which RIT is
          qualified to do business;

     b.   A list of the authorized and outstanding securities of RIT;

     c.   A list of the officers, directors and shareholders of RIT;

     d.   Copies of the articles of incorporation and bylaws currently in effect
          of RIT;

     e.   A list of the legal  descriptions of all real property owned of record
          or beneficially, or held under lease, or option, or similar agreements
          by RIT;

     f.   Copies of all surveys and policies of title insurance relating to real
          property owned by RIT;

     g.   Copies of all leases to which RIT is a party;

     h.   Copies of all contracts,  agreements or  commitments  of RIT,  whether
          involving  purchases,  sales or otherwise,  which expire more than one
          year from the date of this  agreement  or which  involve  an amount or
          value in excess of $5,000;

     i.   Copies of all collective  bargaining or other union contracts to which
          RIT is a party;

     j.   Copies  of  all  employment  contracts  to  which  RIT  or  any of its
          subsidiaries is a party;

     k.   Copies of all pension,  retirement  and profit  sharing plans to which
          RIT is a party;

     l.   A list of all fringe benefit plans and programs  applying to employees
          of RIT,  including but not limited to, pension,  profit sharing,  life
          insurance,  medical,  bonus,  incentive  and  similar  plans  and  the
          approximate annual cost of each;

     m.   A list of all employees of RIT whose total remuneration,  via contract
          for each calendar year, will exceed $30,000;

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     n.   Copies of all  financing  or loan  agreements,  mortgages  or  similar
          agreements to which RIT is a party;

     o.   A list of all RIT bank accounts,  brokerage  accounts,  safety deposit
          boxes, with the authorized signers indicated;

     p.   A list of each  insurance  policy  owned by RIT,  with the name of the
          insurance  carrier,  the policy  number,  a brief  description  of the
          coverage,  the  annual  premium,  the  corporate  owner and any claims
          pending;


5.   ACTIONS PRIOR TO  RATIFICATION.  From and after the date of this  agreement
     and until June 30, 2000:

     a.   JDI and its authorized  representatives  shall have full access during
          normal business hours to all properties, books, records, contracts and
          documents  of RIT,  and RIT shall  furnish or cause to be furnished to
          JDI and its authorized representatives all information with respect to
          its affairs and business of RIT as JDI may reasonably request.

     b.   Except with the prior written consent of JDI, RIT shall carry on their
          business diligently and substantially in the same manner as before. c.
          Without  the  prior  written  consent  of JDI,  RIT will not grant any
          general or uniform increase in the rates of pay of its employees,  nor
          grant any  general  or  uniform  increase  in the  benefits  under any
          pension  plan or  other  contract  or  commitment,  nor  increase  the
          compensation  payable or to become payable to officers or key salaried
          employees,  insurance,  pension  or other  benefit  plan,  payment  or
          arrangement  made to, for or with any of the  officers,  key  salaried
          employees or agents.

     d.   RIT shall not enter into any contract or  commitment  or engage in any
          transaction  not in the usual and  ordinary  course  of  business  and
          consistent  with RIT  business  practices  without  the prior  written
          consent of JDI.

     e.   RIT shall not create any indebtedness  other than that incurred in the
          usual and  ordinary  course of  business,  that  incurred  pursuant to
          existing  contracts  disclosed  in the  exhibits  submitted,  and that
          reasonably  incurred in doing the acts and things contemplated by this
          agreement.

     f.   RIT shall maintain current  insurance and any additional  insurance in
          effect as may be reasonably  required by increased business and risks;
          and all property shall be used, operated, maintained and repaired in a
          normal business manner.

     g.   RIT shall use their best efforts  (without  making any  commitments on
          behalf of JDI) to preserve their business organization intact, to keep
          available to JDI the present key officers and employees of RIT, and to
          preserve for JDI the present relationships of RIT with their suppliers
          and customers and others having business relations with them.

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     h.   RIT shall not do any act or omit to do any act,  or permit  any act or
          omission to act,  which will cause a material  breach of any  material
          contract, commitment or obligation of RIT.

     i.   RIT shall duly comply with all applicable  laws as may be required for
          the valid and  effective  transfer of  property,  assets and  business
          contemplated by this agreement, except that JDI waives compliance with
          the provisions of any bulk sales act.

     j.   RIT  shall  not sell or  dispose  of any  property  or  assets  except
          products  sold in the  ordinary  course  of  business.  k.  RIT  shall
          promptly   notify  JDI  of  any  lawsuits,   claims,   proceedings  or
          investigations that may be threatened,  brought, asserted or commenced
          against  them,  their  officers or directors  involving in any way the
          business, properties or assets of RIT.

     l.   RIT will provide JDI with interim monthly financial statements and any
          other management reports as and when they are available.

6.   CONDITIONS PRECEDENT TO JDI'S OBLIGATIONS. Each and every obligation of JDI
     to be  performed  on the  closing  date  shall  be  subject  to  the  prior
     satisfaction of the following conditions:

6.1  TRUTH OF REPRESENTATIONS AND WARRANTIES. The representations and warranties
     made  by  JDI  in  this  agreement  or  given  on  its  behalf,   shall  be
     substantially  accurate in all  material  respects on and as of the closing
     date with the same effect as though the  representations and warranties had
     been made or given on and as of the closing date.

6.2  COMPLIANCE WITH  COVENANTS.  JDI shall have performed and complied with all
     its obligations  under this agreement which are to be performed or complied
     with by it prior to or on the closing  date  including  the delivery of its
     documents specified in subparagraph 4.1 and the closing documents specified
     in subparagraph 12.2.

6.3  ABSENCE OF SUIT.  No suit or  proceeding  shall be threatened or pending in
     which  it  will be or it is  sought,  by  anyone,  to  restrain,  prohibit,
     challenge  or  obtain  damages  or other  relief  in  connection  with this
     agreement  or the  consummation  of the  transactions  contemplated,  or in
     connection with any material claim against JDI.

6.4  NO MATERIAL  ADVERSE  CHANGE.  As of the closing  date there shall not have
     occurred any material adverse change,  which materially impairs the ability
     of JDI to conduct its business or the earning power on the same basis as in
     the past.

6.5  ACCURACY OF  FINANCIAL  STATEMENTS.  JDI and its  representatives  shall be
     satisfied as to the substantial accuracy of all balance sheets,  statements
     of income and other financial statements of JDI furnished to RIT.

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6.6  APPROVAL  OF JDI'S  BOARD OF  DIRECTORS.  This  agreement  shall  have been
     ratified and approved by the JDI Board of Directors. Officers and directors
     of RIT shall remain in their respective positions.

6.7  TIME LIMIT ON RATIFICATION. Closing shall take place by June 12, 2000.

6.8  LEGAL  OPINION.  JDI shall have  received  an  opinion  of counsel  for RIT
     referred to in subparagraph 12.2(f).

7.   CONDITIONS  PRECEDENT TO RIT OBLIGATIONS.  Each and every obligation of RIT
     to be  performed  on the  closing  date  shall  be  subject  to  the  prior
     satisfaction of the following conditions:

7.1  TRUTH OF REPRESENTATIONS AND WARRANTIES. RIT representations and warranties
     contained in this agreement  shall be true at and as of the closing date as
     though  the  representations  and  warranties  were  made  at and as of the
     transfer date.

7.2  RIT COMPLIANCE WITH  COVENANTS.  RIT shall have performed and complied with
     its obligations  under this agreement which are to be performed or complied
     with by it prior to or on the closing date.

7.3  LIMITATION  ON SURVIVAL AND EFFECT OF CERTAIN  WARRANTIES,  REPRESENTATIONS
     AND COVENANTS.  All statements contained in any certificate,  instrument or
     document  delivered by or on behalf of any of the parties  pursuant to this
     agreement and the transactions contemplated shall be deemed representations
     and warranties by the respective parties.

7.4  RIT OBLIGATIONS.  The  representations  and warranties and covenants of RIT
     contained  in this  agreement  shall  survive  the  closing  date,  and any
     investigation  made  by  JDI  or  its  agents,  and  all   representations,
     warranties and covenants  surviving shall be deemed joint and several.  The
     conveyance  of the common  shares by RIT will be deemed to be acceptance of
     all  representations,  warranties and covenants  contained herein, on their
     behalf.

7.5  RIT  OBLIGATIONS.  The  representations,  warranties  and  covenants of JDI
     contained  in this  agreement  shall  survive  the closing  date.  The post
     closing Board of Directors shall ratify an earn-up provision  acknowledging
     the terms and conditions identified paragraph 3(h) in the binding letter of
     intent between the parties dated June 1, 2000.

8.   INDEMNIFICATION.

8.1  REQUIREMENT OF INDEMNIFICATION. RIT shall indemnify JDI for any loss, cost,
     expense or other damage suffered by JDI resulting from,  arising out of, or
     incurred  with respect to the falsity or the breach of any  representation,
     warranty or covenant made by RIT.  Without  limiting the  generality of the
     above, JDI shall be deemed to suffer loss,  costs,  expense or other damage
     if RIT suffers loss, costs, expense or other damage.

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8.2  NOTICE.  RIT shall assert any right to indemnification by furnishing Norman
     Birmingham,  or any  other  person  as  may be  designated  in  writing  by
     shareholders,  with a written  notice and list of charges  detailed by item
     showing  the  nature  of any  breach  of any  representation,  warranty  or
     covenant,  date of payment or assertion of claim,  summary of settlement or
     litigation procedures,  and the amount of the loss, cost or expense. If the
     right to  indemnification  is based on a claim of a third party,  JDI shall
     give the  notice  within  60 days  after  JDI has  notice  of any claim and
     shareholders  shall  have the right to  contest  any such  claim by a third
     party but all expenses of the contest shall be borne by shareholders.

8.3  RESOLUTION OF CLAIM. Except in the event that the claim for indemnification
     is based upon a claim of a third party and shareholders shall have notified
     JDI as provided in paragraph  8.2 that they will contest the claim,  unless
     shareholders object to the determination or computation of the total amount
     of  the  indemnification  is  shown  on the  written  notice  specified  in
     subparagraph  8.2  within  60 days  after  receipt,  the  total  amount  of
     indemnification  shown by notice shall be paid by  shareholders  to JDI. If
     shareholders  object to the  determination  contained in the written notice
     specified in subparagraph 8.2 within 60 days after receipt, they shall have
     the right to submit any claim for  indemnification  not  brought by a third
     party to the American  Arbitration  Association for binding  arbitration in
     accordance  with its rules,  and the expenses of the  American  Arbitration
     Association shall be borne equally by the parties.

8.4  TIME LIMIT ON INDEMNIFICATION. No claim for indemnification may be asserted
     by JDI after 90 days of notice of claim by a third party.

8.5  AMOUNT LIMIT ON INDEMNIFICATION. Notwithstanding any other provision to the
     contrary,  shareholders shall not be charged with any loss, cost or expense
     that in the aggregate does not exceed $ 5,000.

9.   AGREEMENTS,  CONSULTING AGREEMENTS AND NON-COMPETE  AGREEMENTS.  The active
     shareholders  and/or  other  key  employees  shall  enter  into  either  an
     employment  or  consulting  agreement  with RIT or JDI  dependant  on their
     future function,  subject to satisfaction in form and substance to the post
     closing JDI Board of  Directors.  Further,  the key  employees of RIT shall
     enter into non-competition  agreements,  for a period not to exceed two (2)
     years.  The key  employees of JDI will be required to enter into  contracts
     equivalent in form and substance to those of RIT.

10.  SECURITIES ACT PROVISIONS.

10.1 RESTRICTIONS ON DISPOSITION OF SHARES.  RIT, its agents or assigns covenant
     and warrant  that the shares of common  stock of JDI to be received by them
     pursuant to this agreement are being acquired for their own account and for
     investment  and not with the present view toward sale or  distribution  and
     will not be disposed of except (i)  pursuant to an  effective  registration
     statement  under the Securities Act of 1933, as amended,  or (ii) any other
     transaction  which, in the opinion of counsel  acceptable to JDI, is exempt
     from  registration  under the  Securities  Act of 1933, as amended,  or the
     rules and regulations of the Securities and Exchange  Commission.  In order

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     to effectuate  the  covenants of this  subparagraph  10.1,  an  appropriate
     endorsement  will be placed on the  certificates for shares of common stock
     of JDI  delivered  to  shareholders  pursuant  to this  agreement  and such
     instructions shall be placed with the transfer agent for the securities.

10.2 EVIDENCE OF  COMPLIANCE  WITH  PRIVATE  OFFERING  EXEMPTION.  RIT agrees to
     supply JDI with  evidence  its  financial  sophistication,  or  evidence of
     appointment of a  sophisticated  investment  representative,  and any other
     items,  which  counsel for JDI may require in order to evidence the private
     offering  character  of the  distribution  of shares made  pursuant to this
     agreement.

10.3 NOTICE  OF  LIMITATION  ON  DISTRIBUTION.  RIT is  aware  that  the  shares
     distributed will not have been registered pursuant to the Securities Act of
     1933,  as  amended;  and,  therefore,  under  current  interpretations  and
     applicable  rules,  and that  they  must be  converted  to shares of common
     stock.  It may be  possible  that JDI will be required to retain the shares
     for a period of at least one year from June 12, 2000 and at the  expiration
     of the one-year  period sales may be confined to brokerage  transactions of
     limited  amounts  requiring  certain   notification  or  filings  with  the
     Securities  and  Exchange  Commission.  The  disposition  of shares  may be
     available  only if JDI is current with all required with the Securities and
     Exchange Commission;  and RIT is aware of Rule 144 issued by the Securities
     and Exchange  Commission under the Securities Act of 1933, as amended,  and
     the other limitations imposed on their disposition of JDI's shares.

10.4  _______________  REGISTRATION RIGHTS ON FORM SB-2. If RIT shall so request
      in writing, after the first anniversary of this agreement, JDI will, after
      request,  proceed  at its own  expense  to  prepare  and to file  with the
      Securities  and  Exchange   Commission   ("SEC")  as  soon  as  reasonably
      practicable  after  receipt of the request one  registration  statement on
      Form SB-2 under the  Securities  Act of 1933, as amended,  with respect to
      all or part (as so requested) of the shares of common stock into which the
      common  stock may be  converted  by RIT,  and will use its best efforts to
      cause  the  registration   statement  to  become   effective.   JDI  will,
      furthermore,  at its  own  expense,  use its  best  efforts  to  keep  the
      registration   statement  current,   in  accordance  with  the  rules  and
      regulations  of the  SEC for  the  period  ending  upon a date  two  years
      subsequent  to the  closing  date  or 30  days  after  the  effectiveness,
      whichever occurs later.

10.5 PIGGYBACK RIGHTS. In the event JDI files a registration statement under the
     Securities  Act of 1933,  as amended,  with respect to shares of the common
     shares into which this common  stock may be  converted,  prior to two years
     after  this  the  signing  of this  agreement,  on a form  appropriate  for
     registering  shareholders'  common stock,  JDI shall give written notice to
     shareholders  prior to  filing,  and  shareholders  shall have the right to
     request to have  included  such  shares of JDI's  common  stock as shall be
     specified  in the request;  provided,  however,  that the  inclusion of the
     shares shall not interfere with JDI's  registration  of its shares and that
     in no event shall JDI be obligated (i) to file a registration  statement at
     any time other than during the period  ended  August 20,  2001,  or (ii) to
     keep the prospectus with respect to the stock current for more than 30 days
     after the  effective  date of the  registration  statement;  and  provided,

                                       11
<PAGE>
     further,  that all shares sold pursuant to the  registration  statement are
     effected  within the 30 day period.  If  shareholders do not make a request
     for registration within 20 days after receipt of notice from JDI, JDI shall
     have no  obligation  to include any shares of JDI's  common  stock owned by
     those shareholders in the registration statement.

11.  PAYMENT OF EXPENSES.  In the event of a  registration  under  paragraph 10,
     shareholder  shall pay and bear the direct selling fees,  disbursements and
     expenses,   including  without  limitation  all  underwriters'   discounts,
     commissions and expenses, but no other cost of registration.

12.  SIGNING

12.1 TIME AND PLACE.  The  closing of this  transaction  ("closing")  shall take
     place at the offices of JDI in Coventry,  RI, on September  12, 2000, or at
     any other time and place as the  parties  shall  agree  upon.  This date is
     referred to in this  agreement  as the  "closing  date." The closing on the
     date referenced  above shall be subject to the approval of the shareholders
     as required under the corporate laws of the State of Rhode Island.

12.2 DOCUMENTS TO BE DELIVERED BY RIT. At the closing,  RIT shall deliver to JDI
     the following documents:

     a.   Certificates  for 1,000  shares of RIT common  stock in the manner and
          form required by subparagraph  1.1. These shares  represent all of the
          issued and outstanding shares of RIT.

     b.   The minute book,  stock transfer book, all books of account,  records,
          contracts, and other documents of RIT as JDI may request in writing;

     c.   Written  resignations  effective on the closing date of all  directors
          and officers of RIT except those  designated by agreement  between JDI
          and RIT;

     d.   A general release,  in form and substance  satisfactory to JDI and its
          counsel,  of all claims  shareholders  may have to the date of closing
          against any of RIT and the directors,  officers,  agents and employees
          of RIT except as may be  expressed in written  contract and  expressly
          described and excepted in the release;

     e.   Certificates  signed by the shareholders that the  representations and
          warranties   made  by  the   shareholders   in  this   agreement   are
          substantially  accurate  in  all  material  respects  on and as of the
          closing  date with the same effect as though the  representations  and
          warranties had been made on or given on and as of the closing date and
          that   shareholders   have  performed  and  complied  with  all  their
          obligations under this agreement which are to be performed or complied
          with by or prior to or on the closing date;

     f.   A written  opinion  from counsel for RIT stated as of the closing date
          addressed  to JDI  satisfactory  in form and  substance  to JDI to the
          effect that:

          1.   Ownership of RIT common stock is as stated in subparagraph 2.1;

                                       12
<PAGE>
          2.   The corporate  existence and good standing,  qualification of RIT
               and  authorized  and  issued  stock  of  RIT  are  as  stated  in
               subparagraph 2.2;

          3.   This  agreement has been duly executed and duly delivered by each
               shareholder and constitutes a legal, valid and binding obligation
               of each shareholder enforceable in accordance with its terms;

          4.   Counsel has no knowledge of any of the  proceedings  as stated in
               subparagraph 2.5(e);

          5.   To the best of counsel's  knowledge RIT is in compliance with all
               statutes,   regulations,   rules  and  executive  orders  of  all
               government authority as stated in subparagraph 2.5(d); or

          6.   To the best of counsel's  knowledge  shareholder  representations
               and  warranties in  subparagraphs  2.5(h) and 2.5(l) are true and
               correct; and

     g.   Certificates or letters from each shareholder evidencing the taking of
          shares in  accordance  with the  provisions  of paragraph 10 and their
          understanding of the restrictions;

     h.   The  balance  sheet of RIT as of the June 12,  2000  representing  net
          assets  with  a fair  market  value  of  $200,000  with  no  known  or
          contingent  liabilities in excess of $50,000.  The balance sheet shall
          be audited using generally  accepted auditing standard and be prepared
          by an  independent  auditor  chosen  and  paid  for by RIT,  with  the
          credentials  for acceptance by the Securities and Exchange  Commission
          and the current auditors of JDI.

     i.   Any other documents of transfer,  certificates of authority, and other
          documents as JDI may reasonably request.

13.  DOCUMENTS  TO BE  DELIVERED  BY JDI. At the  closing  JDI shall  deliver to
     shareholders the following documents:

     a.   Certificates  for the  number  of  shares  of  JDI's  common  stock as
          determined in  subparagraph  1.2. These shares are to be registered in
          the name and denominations as shareholders may specify.

     b.   A true copy of the filing showing the designation of common shares.

     c.   A written  opinion of counsel  for JDI dated as of the  closing  date,
          addressed to the  shareholders  and satisfactory in form and substance
          to counsel for shareholders, to the effect that:

     d.   JDI's  corporate  existence  and  good  standing  are as set  forth in
          subparagraph 3.1;

     e.   This agreement has been duly authorized, executed and delivered by JDI
          and is a valid and legally  binding  obligation of JDI  enforceable in
          accordance with its terms; and

          1.   JDI has taken the  corporate  action  necessary to authorize  the
               performance of the obligations imposed upon it by this agreement.

                                       13
<PAGE>
     f.   A certified  copy of the duly  adopted  resolutions  of JDI's board of
          directors  or  executive   committee   authorizing  or  ratifying  the
          execution,  delivery and performance of this agreement and authorizing
          or ratifying  the acts of its  officers and  employees in carrying out
          its terms and provisions.

14.  DISENGAGEMENT.  In the  event  this  transaction  must be  unwound  for any
     purpose,  including but not limited to regulatory  action, the inability to
     list the  companies  stock on a viable  public  exchange  or actions of any
     parties making the continuation of the business combination nonviable,  the
     parties will restore  themselves  to the relative  positions on the date of
     closing.

15.  POST  RATIFICATION.  The parties  acknowledge  that  immediately  after the
     closing,  the  Board  of  Directors  shall  cause a  notice  to be sent the
     Secretary of State to effect an operating name change for RIT.

15.1 LAW GOVERNING. This agreement may not be modified or terminated orally, and
     shall be construed  and  interpreted  according to the laws of the State of
     Rhode Island

15.2 ASSIGNMENT.  This agreement  shall not be assigned by any party without the
     written consent of the others.

15.3 AMENDMENT AND  MODIFICATION.  JDI and RIT may amend,  modify and supplement
     this  agreement in any manner as may be agreed upon by them in writing.  In
     the event any requirement  pertaining to SEC or NASDAQ OTCBB regulations or
     any  securities  laws of the  State of  Florida  or any  term or  condition
     stipulated  in the  binding  letter of intent  dated  June 1, 2000 has been
     omitted such terms shall by added by amendment and attached hereto.

16.  TERMINATION  AND  ABANDONMENT.  This  agreement may be  terminated  and the
     transaction  provided  for  by  this  agreement  may be  abandoned  without
     liability  on the part of any party to any  other,  at any time  before the
     closing date:

     a.   By mutual consent of JDI and RIT and RIT

     b.   By JDI:

          1.   If any of the  conditions  provided  for in paragraph 7 and 12 of
               this  agreement  have not been  met and have not been  waived  in
               writing by JDI; or

     c.   By RIT and RIT:

          1.   If any of the  conditions  provided  for in paragraph 6 and 13 of
               this  agreement  have not been  met and have not been  waived  in
               writing by RIT and RIT.

     In the event of termination  and abandonment by any party as provided above
in this paragraph 16, written notice shall be given to the other party, and each
party shall pay its own expenses incident to preparation for the consummation of
this agreement and the transactions contemplated.

                                       14
<PAGE>
17.  NOTICES. All notices,  requests,  demands and other communications shall be
     deemed to have been duly given,  if delivered by hand or mailed,  certified
     or registered mail with postage prepaid:

     a.   If to RIT and RIT:

          Jeffrey Joaquin
          1331 Main St.
          West Warwick, RI 02893

          or to such other person and place as shareholders shall have specified
          to JDI in writing; or

     b.   If to JDI, to:

          David DeBaene
          46 Old Flat River Rd.
          Coventry, RI 02816

          or to such  other  person  and place as JDI shall  have  specified  to
          shareholders in writing.

18.  ANNOUNCEMENTS.  Any  and  all  announcements  concerning  the  transactions
     provided for in this agreement must be mutually agreed to by the parties.

19.  ENTIRE AGREEMENT. This instrument embodies the entire agreement between the
     parties with respect to the transactions contemplated,  and there have been
     and are no agreements,  representations  or warranties  between the parties
     other than those set forth or provided for.

20.  COUNTERPARTS.  This agreement may be executed simultaneously in two or more
     counterparts,  each of which shall be deemed an  original  but all of which
     together shall constitute one and the same instrument. Facsimile signatures
     are acceptable and valid.

21.  HEADINGS. The headings in the paragraphs of this agreement are inserted for
     convenience only and shall not constitute a part of the agreement.

22.  FURTHER  DOCUMENTS.  JDI and  RIT  agree  to  execute  any  and  all  other
     documents, and to take any other action or corporate proceedings, which may
     be necessary or desirable to carry out the terms of this agreement.

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<PAGE>
     IN WITNESS OF, the parties have caused this  agreement to be duly  executed
all as of the day and year first written above.

JD AMERICAN WORKWEAR, INC.              RHODE ISLAND TRUCK AND EQUIPMENT CORP.

a Delaware corporation                  a Rhode Island corporation

By:                                     By:
   -------------------------------         -------------------------------
   David N. DeBaene, President             Jeffrey S. Joaquin, President

ATTEST:                                 ATTEST:

----------------------------------      ----------------------------------
Steev Panneton, Secretary               John Joaquin, Secretary


                                        By:
                                           -------------------------------
                                           Jeffrey S. Joaquin, individual

<PAGE>
                                   SCHEDULE A

                            INTENTIONALLY LEFT BLANK





                               SCHEDULE B, C AND D

                            INTENTIONALLY LEFT BLANK